Matfield has missed the past two games with a hamstring strain but he returns to lead the Springboks at North Harbour Stadium.
Matfield replaces the injured Bakkies Botha, with Bismarck du Plessis , Jannie du Plessis, Tendai Mtawarira, Heinrich Brussow, JP Pietersen and Fourie du Preez all included.
Regular captain John Smit drops to the bench, where he is joined by the fit-again Jean de Villiers.
Samoa have handed David Lemi and Eliota Fuimaono-Sapolu their first starts of the tournament for the game.
Samoa head to Auckland with hopes of reaching the quarter-finals, although it could be a big ask against the impressive South Africans.
Lemi comes into the side for Sailosi Tagicakibau, who has suffered a calf injury, while Gloucester centre Fuimaono-Sapolu replaces the benched George Pisi.
South Africa: 15 Pat Lambie, 14 JP Pietersen, 13 Jaque Fourie, 12 Frans Steyn, 11 Bryan Habana, 10 Morne Steyn, 9 Fourie Du Preez, 8 Pierre Spies, 7 Schalk Burger, 6 Heinrich Brussow, 5 Victor Matfield (c), 4 Danie Rossouw, 3 Jannie Du Plessis, 2 Bismarck Du Plessis, 1 Tendai Mtawarira. Replacements: 16 John Smit, 17 Gurthrö Steenkamp, 18 CJ van der Linde, 19 Willem Alberts, 20 Francois Louw, 21 Francois Hougaard, 22 Jean De Villiers.
Samoa: 15 Paul Williams, 14 David Lemi, 13 Seilala Mapusua, 12 Eliota Fuimaono-Sapolu, 11 Alesana Tuilagi, 10 Tusi Pisi, 9 Kahn Fotuali'i, 8 George Stowers, 7 Maurie Faasavalu, 6 Taiasina Tuifua, 5 Kane Thompson, 4 Daniel Leo, 3 Census Johnston, 2 Mahonri Schwalger (c), 1 Sakaria Taulafo.Replacements: 16 Ole Avei, 17 Anthony Perenise, 18 Logovi'i Mulipola, 19 Ofisa Treviranus, 20 Filipo Lavea Levi, 21 Junior Poluleuligaga, 22 George Pisi.
Gilbert has released a new line of rugby cleats. The Gilbert Virtuo 8S is part of the exciting new product. Check it out.
The entire All Blacks apparel line has been updated for 2013/14. Check out the New Zealand All Blacks polo.
The Nike Tiempo is a solid rugby cleat and one of few styles still made from full-grain natural leather.
The Gilbert Blitz 8S rugby cleat is a great cleat at a great price of $69.99. Get a new pair of cleats today.
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Wear the crest of the British and Irish Lions on your t-shirt. A great look for the summer.
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The USA Rugby Pro Alternate rugby jersey is perfect for any fan of the Eagles. Get yours to wear during the summer Test matches.
The NEW All Blacks 2013/14 jersey has arrived at World Rugby Shop. Dare to wear the colors of the All Blacks.